Agreement

Service Level Agreement

LEGAL

Version 1.6 – September 2019

This Digital Retail Consultants dba 24SevenCommerce Service Level Agreement (“SLA”) between Digital Retail Consultants, LLC. (“24SevenCommerce”, “us” or “we”) and users of the 24SevenCommerce Services (“you”) governs the use of the 24SevenCommerce POS/eCommerce Integration Services (“Services”) under the provisions of the 24SevenCommerce Terms of Service (the “Terms“).

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.

1. 24SevenCommerce POS/eCommerce Integration Services: 99.9% Uptime

24SevenCommerce will use commercially reasonable efforts to make your Services running with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.9% means that we guarantee you will experience no more than 43.00 min/month of Unavailability.

2. Definitions

“Maintenance” means scheduled Unavailability of the Services, as announced by us prior to the Services becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

“Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean, when your Services is not running or not reachable due to 24SevenCommerce’s fault.

3. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your 24SevenCommerce Services invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

For Monthly Uptime Percentage less than 99.9% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources

For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources

We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from 24SevenCommerce. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than ten dollar ($10 USD). Service Credits may not be transferred or applied to any other account.

4. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing [email protected] To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

the words “SLA Credit Request” in the subject line;

the dates and times of each Unavailability incident that you are claiming;

the account name; and

logs that document the errors and corroborate your claimed outage

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

6. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

That results from a suspension or Remedial Action, as described in the Terms;

Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the 24SevenCommerce network;

That results from any actions or inactions of you or any third party;

That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);

That results from failures of 24SevenCommerce POS/eCommerce Integration Services not attributable to Unavailability; or

That results from any Maintenance.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.